Grimmfall
by runemyth0
Summary: An IMC Exploration Corps ship, on the hunt for new planets, discovers a shattered world far beyond the Frontier. Getting readings of extremely hostile wildlife on the surface, they send in an expert team of pilots to assess and remedy the situation. It was not what they were expecting.
1. Chapter 1: The Shattered World

Chapter 1: The Shattered World

_The IMC is always looking for new frontiers… and we always need new intrepid explorers!  
The IMC Exploration Corps, documenting new worlds wherever they go.  
Enlist now at your local recruitment office._

– _IMC Exploration Corps recruitment poster_

* * *

The pilots were apprehensive about their latest assignment.

They had dealt with extremely hostile wildlife before, but this was on a scale much larger than a few dog-whistle towers could handle. That meant they would be going up against whatever creatures that had evolved on this world. Which, in turn, meant that they would have no idea what they were facing when they got down there.

They were opting to not use their Titans initially, as they were uncertain of the terrain and needed time to recon for a safe landing of their ship. Rather than take a dropship and risk valuable prospecting equipment, the team had opted to use a disposable drop pod, and then call in the ship when the area was secure.

At least, that _was_ the plan.

* * *

As every good strategist knows, no plan survives contact with the enemy. Mark "Pops" Ellis, leader of the pilot squad, could attest to this. He had seen more battlefields ripped apart by outside forces than the rest of his team combined. And he knew when things had gone to shit.

"What's your status, Jack?" the grizzled veteran addressed his reconnaissance operative, Minato "Jack" Ishikawa, with an even tone. Their current location was not what they had expected when they had received the mission data, but he could not let his frustration get through to his squad.

"It's quiet," the disciplined soldier replied, "several humanoid figures currently milling about on the street."

"This is boring, Pops! Where are the targets we were promised?" chimed the loud voice of Zeres "Titan-Tech" Melrin.

"W-what p-part of r-r-radio silence don't you un-un-understand, idiot?" stuttered Amanda "Black Widow" Cook, berating her squadmate's lack of comm discipline.

Ellis sighed as the two went off on an argument, as they often do on missions like this. Typically, the sound of them bickering meant the mission was going well and there was nothing to worry about, but Ellis felt on edge.

Perhaps it was because they had landed their drop pod in an alleyway of a seemingly abandoned, ruined city, only to discover that said city was not only intact, but very much inhabited. Seemingly inhabited by humans, some of whom had animal parts, like tusks, horns, and tails, sticking out of their bodies, Ellis wasn't willing to risk this trip for a chance meeting with some diesel age savages.

"Uh, sir," Natalie "Freshman" Graves' worried voice snapped him out of his contemplation, "there seems to be a pair of the humanoid figures headed down your alley."

A glance out of the alleyway revealed a red-cloaked girl chasing another, red-headed, girl. A quick survey of his surroundings netted Ellis a hiding spot in a convenient dumpster. One lift and hop later, and he was hidden from the two girls who had decided to stop near the dumpster.

"Check, check," Ellis breathed into his helmet mic, "I've been cornered by a pair of possible hostiles. I'm putting them onto the external camera."

Activating his squad leader standard issue external camera and placing it near the lid of the dumpster, his helmet lit up with a video feed of what the camera saw. He knew the rest of the squad had gotten the message and feed, as they had shut up for the moment.

"Penny! What's going on? Why are you running? How did you do that?!" said the red-cloaked girl.

"I-I can't. Everything's fine." The red-head, apparently named Penny, hiccupped as she finished her sentence. "I don't want to talk about it." Another hiccup.

"Penny, if you can just tell me what's wrong I can help you!" argued the red-cloaked girl.

"No-no no, you wouldn't understand." pleaded the Penny girl.

"Let me try, you can trust me!"

"You're my friend, right? You promise you're my friend?"

"…I promise..."

"Ruby... I'm not a real girl." Penny held up her hands, and Ellis zoomed the camera in on them to reveal metal underneath the "skin."

"Holy shit!" exclaimed Zeres, breaking the silence that had encapsulated the squad, "And I thought Spyglass was humanoid!"

The rest of the squad was too caught up in the moment to consciously register Zeres' comment, but they all agreed with the man. Spyglass was one of the most advanced AI in the IMC, and his field frame just looked like a stripped and polished spectre chassis, not this extremely human thing before them.

"Everyone, converge on my position. Keep to the roofs, try and avoid drawing attention." ordered Ellis, "That means you, Melrin."

"Sir! "Penny" has picked up the other girl and is approaching the dumpster!" exclaimed Graves.

Quickly retrieving the camera and setting his armor's lights into off mode, Ellis hid under some of the trash in the dumpster. And not a moment too soon, as "Penny" dropped the girl she called "Ruby" into the open dumpster.

"It's ok, Ruby, they're not bad people, I just don't want you to get in trouble. Just promise me you won't tell anyone about my secret, ok?" Ellis could overhear their conversation from his position underneath a pile of banana peels.

"I promise." the Ruby girl replied to the strange automaton.

Remaining still was Ellis' best bet at the moment, as he did not want to startle the strange girl who had been tossed into his dumpster. Outside he could hear the telltale sounds of heavy combat boots along pavement, stopping just outside his and the girl's hiding spot. He could have turned up the receivers on his helmet's external comm system, but decided against it, as it would repower his armor's lights.

"Ruby" peaked out of the dumpster for him, and, remembering that his external camera was still on, he peaked it slightly out of the trash, just enough to catch a few parts of the conversation going on outside.

From what Ellis could tell, the two soldiers that had stopped outside were questioning the robot-girl about her presence here and whether she was fine after something that had led her to run to the alley. Soon their questions ceased, and the three figures quickly walked off. About a minute after they had left, the girl in the dumpster, Ruby, exited the dumpster. Ellis, still worried about the situation at hand, stealthily placed the camera back on the edge of the dumpster.

"Roll call!" ordered Ellis, trying to suppress the worry in his voice.

"Me, Jack, and Black Widow are directly above you." replied the calm voice of Graves.

"What about Melrin and Spade?"

"We're on our way, Pops!" came the reply of Olivia "Doc Spade" Sherman.

"ETA?"

"30 seconds. Max."

"Good." Too much was not going their way today, so it was relieving to have the entire team in one spot for once.

"Anyone see anything interesting while we were scouting?" questioned Ellis to his team.

"Well…" began Spade, "me and Zeri-poo saw a few shops selling something called Dust. We were able to… appropriate some. Zeri-poo is in the process of determining how much he would need to make a bomb. From our initial observation, it is some kind of high energy fuel, but we can't seem to get it to work right. Oh, and Zeri-poo singed his hair on an explosion of the stuff!"

"Wonderful. Anyone else?"

"There was some commotion at a warehouse I was watching." replied Black Widow, "looked like a local rebel group."

"Any connection to the Militia?"

"Not that I could tell, sir."

"Hmm, alrig-"

_***CRASH!* *BOOM!***_

"THE HELL WAS THAT?! Widow, status!"

"Uh… I can see a giant robot running down the highway."

"Sir!" exclaimed Graves, "That Ruby girl is heading in that direction!"

"Fuck me." sighed Ellis.

"Anytime, Pops…" came the reply of Spade.

"Never mind! Let's head to the highway, examine this big robot."

* * *

The team gathered on the rooftop, then headed to the highway where Widow spotted the robot. Using their free running skills to hop from building to building, the squad quickly covered the distance that the Ruby girl had run.

Despite being the rookie of the group, Graves' free running aptitude was one of the best any of them had ever seen, and she quickly outpaced the rest of the squad. This remarkable speed was why she always ended up being the first to contact the enemy, and the rest of the squad willingly gave her position at point.

"Graves, can you get us some specifics on the robot? Where is it right now?" requested Ellis over the inter-squad comm link.

"It looks like a prototype Titan to be honest, sir," replied Graves, "but to answer your other question, some girl covered the highway in ice and made it fly off."

"…What." The confusion was universal among the rest of the squad; even Zeres having a hard time believing what he had just heard.

"She stabbed her sword into the highway and covered it in ice."

They didn't have time to argue as they reached the end of the buildings and beheld the battle preparing to take place below them. Four girls were standing opposite to the prototype Titan, all wielding melee weapons of some kind.

"Oh, damn! They. Are. Boned." quipped Zeres on the sorry state of the fight before them.

"He's right, sir," Widow said, "They don't stand a chance against that thing!"

"Hmm…" Ellis pondered what to do. On one hand, they could save the girls; on the other, they could just ignore and go back to reconning the area. Of course, anyone stupid enough to fight something like that would probably be the best bet at getting info on the area.

"Sir?"  
"We're dropping Tortoise and Weaver; Jack and Graves, stand by unless we go down, in which case, drop your Titans; Spade, I want you to secure those girls, get them out of here. And Melrin?"

"Yeah, Pops?"

"Find that thing's brain and blow it out."

"Gladly!"

"Everyone good? Operation… go!"

* * *

Team RWBY prepared their weapons for the battle with Torchwick's Paladin. They had been searching for clues regarding the criminal's activities, and Blake had uncovered dangerous information at the White Fang meeting; information Torchwick did not want them to have.

Ruby had her weapon, Crescent Rose, in its scythe form, and quickly chose an appropriate strategy to execute.

"Freezer Burn!" Ruby shouted to her teammates, knowing they would perform the correct combination of attacks.

Weiss spun Mysteraner's Dust chamber to ice, then elegantly thrust her rapier into the ground, creating a thin film of ice on the ground; similar to what she had done on the highway. The golden girl, Yang, pulled her hands back, reloading Ember Cecilia, and jumped into the air to deliver a shotgun shell backed punch to the ice Weiss had produced. Her fist collided with the ice, throwing up a dense fog over their battlefield.

Blake's faunus ears twitched at an unfamiliar sound. She looked up in the direction of it, and her eyes widened in fear.

Ruby was running through the list of plans in her mind, and was about to call out the next one, when Blake suddenly shouted "Get back!"

The other three huntresses in training glanced questioningly at the cat faunus, before they, too, heard the noise that Blake had. A steady droning sound, like a bomb falling out of the sky.

Blake pointed upwards with a look of pure terror on her face. Her teammates followed the direction of her shaking arm, and saw the two large mechs falling out of the sky. Quickly, they scrambled away from the center of the battlefield, where the robots looked to be landing.

The giant mechs landed dead center of the battlefield, dispelling the fog Weiss and Yang had conjured. They looked similar to, yet vastly different from the Atlesian Paladin. One was huge, a and had landed in a position reminiscent of a gorilla; the other's landing position made it look to be crouching, one hand in a fist resting on the ground, the other wrapped around the massive weapon strapped to its back. They both seemed to have a slight greyish-white glow surrounding their metal armor plating. They were covered in an odd blue dome that had popped up when they landed, and seemed to radiate electricity.

"What are those?!" exclaimed Weiss.

"Torchwick's friends?" offered Yang.

"I've never anything like those before... they look so cool!" Ruby could barely hold the excitement in her voice, and just let herself bask in awe of the new mechs.

Suddenly, three figures in similar blue-gray armor rushed past the team, on a direct path for the robots. One of the figures dashed toward the gorilla-like mech, the top opening up as he clambered across the smooth-looking metal. With a loud hiss, the mech sprang to life, pulling a huge chaingun off its back and into its hands.

One of the other two figures made a beeline for the crouching mech. As the figure approached it, a small gap appeared as the mech began to stand. The figure dropped into a slide, not losing one second of their speed, and was grabbed by the mech. Like the gorilla mech, this one let out the tell-tale sounds of hydraulics as it stood and equipped its weapon.

The third figure never stopped running toward Torchwick's Paladin, and seemed as if they had a death wish. As they drew closer, they suddenly turned and jumped onto the nearby highway pillar, the area around their tailbone lighting up with a pair of strange lights. They ran along for several feet, then abruptly jumped in the direction of the Paladin.

"Watch out!" yelled Ruby to the stranger, seeing the Paladin swing around to take him down.

Either the stranger didn't hear Ruby, or they didn't care, but they seemed to easily climb onto and over the Paladin's armor. The Paladin suddenly began to spin, attempting to throw the stranger off. A bout of manic laughter seemed to echo across the battlefield, and appeared to originate from the stranger.

"That the best you got, bastard!?" shouted the stranger, in a distinctly male voice, "I've ridden Ogres worse than you! And they never got to hear me gloat!"

Weiss shivered at the man's strange and uncouth speech and Yang looked stunned at his brashness. The entire team remained standing with mouths agape at the strange man.

Until 3 more strangers quickly approached them, at least.

Ruby and the others hadn't noticed the other strangers, a man and two women, until they had called out to them. The three new strangers were dressed in armor very similar to the three that had run past earlier.

"Civilians, please fall back to a safe distance!" shouted one of the women. Her voice had an odd accent, yet they could tell the urgency in it.

"Who are you?" Ruby asked, honestly curious who these mysterious people were.

"We will explain when we are not in an active combat area." responded the man.

"There is no reason for you to barge in on our fight and not tell us why!" replied an angry Weiss.

"Princess, you four did not stand a chance against that prototype." the other woman said, with very obvious contempt for the heiress, "No self-respecting person would try and take on a Titan, no matter the stage of completion, with just four people and swords."

"You little!" fumed Weiss.

In the background of Weiss and the rude woman's argument, the sounds of heavy weaponry could be heard echoing across the battlefield, mixed in with a slew of taunts and expletives.

Yang rested her hand on Weiss' shoulder, quieting the girl.

Suddenly the earlier stranger's manic laughter was getting closer. Everyone looked up to see him running back toward them, clutching a small box with some kind of switch.

"Everyone get down!" shouted the less rude woman, her voice containing a recognizable twinge of fear as the madman dashed to them. Not wanting to know what was about to happen, everyone dropped to their stomachs.

"KABOOM!" the mad stranger exclaimed when he pressed the switch on the small box as he passed the prone figures.

A large explosion engulfed the Paladin, the thick armor plating falling apart every second. A fairly unharmed Roman Torchwick stood up from the remains of his broken mech. Sounds of disappointment could be heard from the madman behind them.

"Just got this thing cleaned!" remarked Roman as he dusted off his white suit.

The gorilla mech moved very quickly for something of its size and girth. Dashing toward Roman, its left hand was pulled back into a fist and loosed onto the criminal mastermind.

It was stopped, unexpectedly, by a parasol in the hands of a small girl with two hair colors and a smug look on her face. The mech recoiled and stepped backwards, away from Roman. A shot fired from the other mech was also blocked by the odd girl.

Roman coughed. "Very interesting fight, weirdoes," he shouted across the area, "but we really must be going. Neo?"

The girl flourished her parasol and froze. The gorilla brought its gun back up and fired at the pair of criminals. Bullets passed through and shattered the glass-like illusion. Looking up, Ruby could see Roman and the girl flying away in a convenient bullhead.

The still prone persons slowly stood up; RWBY brushed off their clothes, while the strangers had their hands up to their helmets. Now that they were not in battle, the team could inspect the armor of the strangers, revealing plating on the strangers similar to Atlesian soldiers, but much sparser and bluer.

Engrossed in inspecting the helmeted persons before them, team RWBY almost didn't notice the gorilla mech walking back toward them. It was only about twenty feet away when it stopped and a hatch on the front opened up, and the figure that had gotten into the mech earlier jumped out with a practiced ease.

This stranger seemed to be male, by the stockiness of his frame and the voice he addressed them with.

"Are you all ok?"

Weiss spoke first, before any of her teammates could answer.

"What is going on? Who are you people?"

"They're fine, Pops." the rude woman replied for them.

"That's good. Now then," he continued, taking off his helmet as he did, "who is in charge of this place?"

* * *

**A/N Hope you liked! This came to me while reading _Attack on Pacific Titan Grimm Fall_ by JackThePegasus. I brought in the OC pilot team from my in-development Titanfall/Evolve fic. I you are worried that they might seem OP, don't worry; they will have to go up against Grimm sooner or later, and the Titans can't lock anything except other Titans, not to mention the unwieldy nature of their primary weapons.  
**

**Review, follow, fave, potato. See you later!**

**P.S. If anyone could help me out by taking a bit of their time to look over my stories, I would really appreciate it.**


	2. Chapter 2: A Beacon of Hope

Chapter 2: A Beacon of Hope

_Mr. Hammond and the Core Worlds need you!_

_Be the toughest mother this side of the galaxy._

_Enlist in the IMC pilot training program today._

_-IMC Pilot Recruitment Ad_

* * *

Ellis was nervous.

After securing the situation with the prototype Titan, Ellis had requested the girls show him to the man in charge. After several minutes of argument between the girls and his team, and a few calls by the girls, they were packed into an airship similar to their own dropship in design, that the girls called a 'Bullhead'. Tortoise and Weaver, Ellis and Widow's Titans, had been recovered by a covert dropship at the request of Ellis.

They didn't want to terrify the people of this world, at least not yet.

The dropship also dropped off a Mark II Diplomatic Spectre Chassis, to aid in the negotiations with this world's leadership. The sleek frame of the DSC reminded the pilots of Spyglass' field ops frame, only with more dents. While the standard Spectre chassis was laden with various battlefield equipment, medical supplies, guns, rocket launchers, and the like, the DSC was very slim and approachable.

At least, that was the tagline on all the advertisements for the things.

Graves had been given the duty of corralling the DSC for their meeting, but it was proving to be a more difficult task than expected.

"Dammit, sit still you freakin' robot!"

"Problems, Graves?" chuckled Ellis, glad that Graves had volunteered to handle the rowdy Spectre.

It was no secret to the rest of the team that the Mark II DSCs had incredibly bad gyroscopic control during planetary flight. The smart choices were always to power down and pack it up until you reached your destination. However, the Mark IIs also had horrendous reboot times, often taking half an hour or more for the Spectre to come fully online. Most of the problems had been fixed with the Mark III and beyond, and the problems never appeared to affect Mark Is, but with a surplus of the awful robots, the IMC was outfitting every ship it could with them in the hopes that the teams would space or scrap them.

The small things in life were what Ellis lived for, like watching a teammate wrestle with a robot that had no control over its movements. That didn't stop him from being nervous, of course. An unfamiliar world, with strange people like the 'Team RWBY' before him, and no idea how they would deal with this; what wasn't there to be nervous about?

Most likely that answer was his team. Each member besides Ellis and Graves had taken different positions and seats throughout the Bullhead's hold.

The long greasy black hair of Olivia Sherman, aka Spade, was mixed with the shaggy oily red hair of Zeres Melrin, the two locked in a disturbing yet fascinating sort of mating ritual involving tongues and ears. Ellis tried not to look more than he had to at the lovebirds, their perverse displays disturbing him to no end.

Jack was seated next to the one they called Blake, discussing things in hushed tones, Blake blushing occasionally at suggestions from Jack. Ellis figured Jack was telling her about his stash of trashy romance novels that were kept in a secret compartment above his bunk that Graves certainly didn't tell him about.

Widow was showing off her Kradber-AP Sniper to the Ruby girl, whose scythe, they had found out, was also a high-powered sniper rifle. Ellis had to admit, for a girl so small, she could certainly hold her weapon with ease. It reminded him of an old squad he had commanded, but he didn't want to relive those memories now. It would hurt his negotiation skills.

Thinking of that, Ellis decided to rehearse his lines for the meeting, knowing the DSC would merely sputter off a patriotic rant about the IMC and the acquisition of the planet. He figured it would be some big-shot suit that held the papers to this planet's ownership. It wasn't the first time in history that someone colonized a planet without registering it on official charts.

The easiest way to deal with that type of man was money. Simply offer a larger price than whatever they paid for the place, plus a bit of bribery, and you've got yourself a planet. It was lucky that they were employed by the IMC, the men upstairs could match almost any offer, regardless of price. One of the perks of being a multi-system megacorp that also ran a not half bad government.

However, if the leader was one of those ideological or religious leaders, like that one guy on Demeter, then it would require careful language to convince them to give up their planet. If you weren't careful, they could sic a whole armada of killer robots on your team. If at all possible, considering the Penny girl's claims.

Spectres and droids were one thing, but intelligent AI were the real trouble. With normal robots, they either had simple programming that made them very hard to lead, or were controlled by a single, simple, AI that couldn't achieve complete autonomy due to being spread among the bots. Intelligent AI, by comparison, were on the level of three Einsteins, able to process and react to potential situations with terrifying speed. Ellis had heard of the battle on Demeter, and the ruthlessness of Spyglass' first decision as acting IMC admiral.

Ellis shuddered at the memory of those news reports. He shook his head to get his mind off the past, and returned to his speech practice.

"Hey, there!" a boisterous voice said to his right. A deep breath, then he turned toward the voice.

He was surprised to see the golden haired girl, Yang if he remembered correctly, staring him down with a huge smile on her face. Surprised enough to fall back a little in his seat, eliciting a laugh from the golden girl.

"How you doin', dude?"

Ellis blinked, not having been spoken to like that since his time at a desk job in the core worlds.

"Um, fine, thanks for asking." Ellis had to be careful, these girls were just kids, yet seemed to be soldiers of some form. They could be trying to get him and his team killed so that the IMC couldn't get their hands on their planet.

'Never underestimate the lengths your enemy is willing to go to to defeat you.' An old quote from the official IMC training manual that had Ellis had never forgotten.

"C'mon, don't be a scrooge! Where are you guys from, anyway?" The boisterous girl just kept talking.

It couldn't hurt that bad to share a bit, Ellis supposed. People tended to be more willing to vacate their homes when it was a friendly face that told them to. Ellis turned back to the loud girl.

"We are from several different places. I, personally, was raised on Rama."

"How do you deal with the Grimm out there?"

"What is a Grimm?"

"You know, the horrible monsters that have plagued humanity since they first walked the world?"

"I still have no idea what you are talking about."

The girl crossed her arms and huffed in frustration.

"So you're telling me that the Grimm were eradicated in your kingdom? Wouldn't they just come back when you least expect it?"

"Kingdom? What are you talking about; no world has used a king since the original exodus of Earth."

Ellis had always made it a point to know his history, even if it was effectively ancient history.

"Wha? What the heck's an earth?"

Ellis sighed, not wanting to explain centuries of human history to some backwater girl. Quickly, he changed the subject.

"How much longer till we get to meet with your boss?"

"Headmaster."

"Whatever. How long?"

"We should be landing within a few minutes, I think."

"Thanks. Now please leave me alone."

The girl frowned, giving him the infamous stink eye that all women were said to possess. Ellis sighed, returning to his thoughts on what to do.

"FREAKING ROBOT!"

The angry voice of Graves gave Ellis a small smile and a happy thought.

'Good thing that robot is one hell of a thesaurus.'

* * *

The Bullhead slowly descended to the Beacon Academy airship landing pad. A small crowd could be seen, no doubt having heard rumors of strangers causing a ruckus in the city.

'Well, they are in for quite a surprise.' Ellis tiredly thought to himself.

"Hey Pops," Melrin said, he and Spade having ceased their mating as they had neared the academy, "what the heck is this place? Some kind of high school for crazy, sword-wielding freaks?"

Ellis sighed. As always, Melrin was extremely rude with his words, but was also extremely good at saying what everyone was thinking. Fortunately, Ellis didn't have to tell him to shut up this time. That honor was given to Weiss, the girl who had spent too much time arguing with Spade.

"Who are you calling freaks, you psychopath!?"

"Psychopath?! Ice-girl, you are too kind!"

It never ceased to amaze the entire squad when Melrin turned an insult into a compliment, almost like he didn't know what an insult was.

"Wha…" Weiss' teammates had their mouths agape at Melrin, and Weiss looked very confused. In an instant, after she had processed Melrin's statement, her face contorted into one of anger.

Before the situation could escalate into another downed dropship with no backup on the way, Ellis gave a small hand signal to Jack. The stoic man stood up and swiftly walked over to Melrin, delivering a solid punch to his head. Melrin dropped like a Titan.

Weiss' face contorted once more to confusion, her mouth trying to form a question, but her mind too shorted to put it out. Jack answered her unasked question.

"Sometimes you have to shut him up for a while."

"Spade, come grab your boyfriend." Ellis called out to the insane woman. She smiled, got out her seat and walked over to Melrin's unconscious body, and slung it over her shoulder. She shot a wink to Weiss, and Ellis could swear the poor girl was shivering in confusion.

"Graves, grab the DSC and let's go" Ellis looked over to the poor woman, her short brown hair a complete mess from wrestling with the robot for the entire flight.

Graves shot a look to the decrepit robot. "Alright, get up you stupid thing."

The DSC had regained its balance since they landed, and it stood up from its spot in a crumpled mess on the floor, stating matter-of-factly "It is time for diplomacy, not combat!" Ellis tried to stifle a chuckle at the overly enthusiastic robot's patriotism.

The girls exited the Bullhead first; Ellis could hear a murmuring from the crowd outside. Ellis looked at his team, crooking his head to signal their departure from the airship.

Ellis, Graves, and the DSC were the first out of the hold; the murmuring getting stronger at the sight of them. The murmuring turned into whispering at the sight of Spade carrying Melrin's unconscious body.

"What's with their armor?"

"Why is one of them unconscious?"

"Are they hunters from Atlas?"

Ellis could hear snippets of conversations, but questions as to who they were were the most rampant and unanswered.

The girls lead the way, the crowd parting as they got close, giving the pilots plenty of space to move through and be leered at by teenagers.

Ellis was pretty nervous.

* * *

The hallways of the 'school' were filled with students who stopped to gawk at the strange soldiers. The attention wasn't helping the Ellis' nervous state.

'Why does everyone always stare?'

Being a pilot isn't that weird; sure, you've got some freaky bits poking out of your skin and whatnot, but that's no reason to stare. It's rude to stare, even at people you've never seen before.

'Clearly, these kids either have no manners or they are casing us up.' Ellis' thoughts could always be trusted to make him even more nervous.

"Sir, can I say something?" The timid voice of Widow had snuck up on him while he was lost in his paranoid thoughts.

"What's up, Widow?"

A brave leader meant a brave squad. Ellis couldn't show just how nervous he was.

"Is it just me, or do these kids have an evil look in their eyes?" Widow gestured to several groups of students.

"I'm not sure, but keep your hand on your pistol, just in case."

Widow gave Ellis a short smile before falling back into the rank and file. They continued down the hallway for a time, before Ellis' curiosity got the best of his nervousness.

"Blondie, how much longer are we gonna walk till we meet your boss?"

An unfamiliar voice answered Ellis' inquiry. This one had a definitely grown-up female tone to it.

"You are the new arrivals? Ozpin would like to speak to you immediately."

A woman in professional attire addressed them, a riding crop in one hand and a tablet sort of device in the other. Glasses perched on her face; she gave the pilots a look over and gestured for them to follow her.

"That will be all, team RWBY." She addressed the girls before turning on her heel and walking down the hallway.

The pilots shared a look before following the woman down the hallway. As they passed, the girls, minus Weiss, waved goodbye to the squad.

The woman only walked a short distance down the hallway, before turning to a door with a small plaque next to it that read:

_Professer Ozpin_

_Headmaster_

The woman waved her tablet in front of the door, and it slid open to reveal an elevator. She walked in, gesturing for the pilots to do so as well.

Cautiously, they entered the elevator. When the last of them had been packed into the crowded room, the woman pressed a button and the elevator began to rise toward what Ellis assumed was this Ozpin guy's office.

After a minute of nervousness and mind-crushing boredom, the elevator dinged to signal their arrival at the floor. The pilots filed out into a huge room filled with various gears and clocks. Along the walls were a few bookcases, and at the back was a huge desk.

The man behind the desk was not what Ellis was expecting.

Where he had expected to find a slimy businessman drinking orphan tears, was a calm, grey-haired man. He wore a green suit, with a lighter green scarf wrapped around his neck. Like the woman, he had glasses, but unlike her, these seemed too small to be useful.

"Welcome to Beacon Academy, and Remnant, no doubt." The man's voice was calm and contained no obvious malice. "I do hope you enjoy your stay on our world."

Ellis took a deep breath, and then began his planned speech. Or he would have, if the DSC hadn't started talking before he could.

"Hello, and good day, world leader! We are representatives of the IMC, a multi-system government and business conglomerate. We are here today to inform you of the acquisition of your planet by the IMC and its affiliates, and your peoples' subsequent departure, as required by IMC protocol 143-A…" the robot continued its spiel about protocol and the hostile takeover of the planet. Ellis facepalmed as the robot ranted off exactly what he was afraid it would rant off, a patriotic slew of gibberish and inconsiderate, but true, factoids. He could hear Spade trying to stifle a laugh behind him, Graves groaning at the robot's stupid argurments for the relocation of the people on this planet.

Ozpin merely raised an amused eyebrow at the robot's spiel, a smile gracing his face as he sipped his coffee. His partner, the woman, had a look that mixed confusion, anger, and disbelief.

On the plus side, Ellis wasn't nervous anymore. Just a little pissed at whoever made that piece of work that was the Mark II Diplomatic Spectre Chassis.

It was going to take some forceful work to get out of this mess. Like, punching a robot in the face kind of work.

* * *

**A/N I'm back! The twist? I never left! Chapter two of Grimmfall, a new character introduced and hated by everyone at the same time. Next time we get to hear what Mark really wanted to say, but will the Beacon personal listen to him? Just what is the deal with Olivia? Will Zeres ever wake up from his coma? Will Amanda turn her rifle into a scythe? The worlds may never know.**

**Review, Follow, Fave, Potato. See you later!**


	3. Chapter 3: Negotiation

_At all times your enemy may try and usurp your position._

_Take care to not to allow them any traction, whether in discussion or combat._

_When in doubt, confer with your commander._

_-IMC Field Operations Manual, Chapter 2 Section 3_

* * *

"-and so, if you will please submit to the requests put forth by this unit and its compatriots, the IMC shall annex this planet and you will have yourselves a time-share in the core worlds and three coupons to a drink shop that only exists one day per year. Furthermore-"

It just wouldn't stop talking. Endless patriotic bull about rewards and bonuses, all lies of course. Every sentence, every word, made Ellis' job much harder. Ellis didn't want to completely decommission the thing, on account of its stellar thesaurus function, but this was getting out of hand. He had to do something.

Luckily, he didn't have to.

Widow, after a loud fit of laughter, was on top of her game. Her data-knife in one hand, her other barely covering the amused smile on her face at the robot's antics, she walked behind the DSC and roughly inserted the knife into the data transfer port on the back of its head.

"-tlawing of chicken pe…" The robot finally stopped its rant, the code injection from the data-knife causing the robot to enter a quiet self-diagnostic mode to scrub its memory.

Ellis wasn't sure how exactly the data-knife worked, even after all of his service with the IMC. The last person he asked had claimed the things worked on belief and a pilot's dreams, but that just sounded ridiculous. It was clearly pure magic that the things worked. Who makes a knife that can't be used as a knife, anyways?

The sound of Widow and Graves dragging the DSC off to the corner of the room brought Ellis out of his thoughts. He turned back to the man standing behind the desk at the back of the room, mind set on concluding business with this planet.

"So what your friend said; is all of it true?" Ozpin looked merely amused at the spiel the DSC had given him, his expression seeming to scream 'you'll take our world from our cold, dead hands.' It was remarkably unsettling.

"Um,"

'Don't fuck this up. Remember what happened on Demeter.'

"You see,"

'Not gonna get attacked by a legion of shitty spectre knockoffs, nope.'

"…Sorta?"

Ozpin raised an eyebrow at Ellis' awkward statement and walked around to the side of his desk, the same smile on his face the entire time. His hand went into a side compartment in the desk.

'Please don't push the Release Killbots button, pleeeeaaaase don't hit that button.'

Ellis' body tensed in expectation for the inevitable battle to the death with a horde of terribly made robots that spouted off awful one-liners from ancient movies. Ozpin chuckled quietly at the defensive stance of the pilot, his hand returning from the compartment with a second mug filled to the brim with some kind of warm drink.

"Do you drink tea?"

The question caught Ellis off-guard, his face passing through confusion and settling back on seriousness.

"Sometimes." Ellis cautiously replied.

"Then, please, let's sit and discuss these… 'terms' like reasonable persons."

Ozpin gestured to a wooden chair in front of his desk. Ellis, still wary of the man's actions, sat down in the chair with obvious reluctance on his face. Ozpin shifted to speak to the woman, her face still in a state of shock and anger.

"Glynda, would you show this man's… what is your name?"

"Ellis"

"Thank you. Would you show Mr. Ellis' friends to an empty dorm room? Make sure they are comfortable. They may be with us for a time."

'What is that, a code for 'Hey, send these guys to the death-trap room'?'

The woman grumbled a short confirmation to the grey-haired man, her face switching to contempt and anger. She walked back to the elevator, gesturing for the remaining pilots to follow her. They looked back at Ellis, searching for advice. Ellis sighed and threw his hand up toward the elevator and woman.

Reluctantly, the other pilots shuffled toward the elevator. Equally reluctantly, Ellis turned back to Ozpin when his team had boarded the elevator. The grey-haired man placed the mug of tea onto the desk for Ellis. Ozpin returned to his seat, sipped his drink, and gently set his mug down. His hands came together and covered his mouth.

"So you want our planet?" Ozpin's bluntness of speech kept throwing off Ellis' concentration.

"Uh… Well… Not us particularly. Our… bosses are the ones who want your planet."

Ellis grabbed the mug of tea Ozpin had given him, taking a small sip to test it for any poison or otherwise. Out of the corner of his eye he could see Ozpin giving him an amused smile.

"The tea has no poison, if that's what you are worried about."

"I-wait, what?" Ellis had confusion written across his face. "How did you know what I was doing?"

"The look is the same that one of my old teammates always had." Ozpin had the same smile on his face as he mentioned his past. "How is the tea? Not too strong?"

"Uh… I… um…" Ellis was not used to dealing with kind and considerate individuals. Most of the leaders he had met prior to now were either insane, corrupt, greedy, or some combination of the three.

'This guy is hiding something.' Ellis took a larger sip of the warm tea.

"I can assure you, I am hiding nothing."

Ozpin's statement took Ellis by surprise, making him cough out what little of the tea he had just drunk.

"Excuse me?" Ellis coughed.

"Your face is surprisingly easy to read."

Ellis sighed. "Guess that's what I get for expecting a helmet to always hide my emotions."

"You wear your helmet a good amount?"

"Whenever I'm not showering or sleeping."

Ozpin gave Ellis a sympathetic smile, and then took another sip of his drink. Ellis shook his head, getting his mind refocused.

"How the hell do you keep doing that!?" Ellis said, exasperated at the other man's reading of his thoughts.

"Doing what?" Ozpin said innocently.

"Reading my mind, getting me to tell you things! It's freaking me out!"

"All I am doing is having a friendly conversation with a man who wants to take our planet from us."

"Uh… right. About that." Ellis had realized the purpose of Ozpin's questions: to gain information about the IMC's plans. "Can I just tell you the truth?"

"Of course."

"The ship that brought us here detected tons and tons of wildlife on this planet and most of this planet was covered in shadow or something. Don't remember the technical term for it. In any case, our job was to come in and clear this place out so the miners could land and start drilling. For some reason your city didn't appear on the scan, and we landed in the middle of it. One thing led to another and now I am here telling you about this."

"Mhm…" Ozpin was listening intently to Ellis' tale, nodding his head in understanding.

"Personally, I don't like the idea of uprooting a whole damn planet, but the IMC is constantly looking for new fuel sources."

"And they won't leave us alone unless we do what they want, correct?"

"Essentially, yes."

"And they are looking for a new fuel source? Something like…Dust?"

"Dust?"

'I've heard that term before…'

"A naturally occurring energy propellant that is used in almost everything in our world. I can provide you with more information if you wish to know more about it."

'Dust. Eyebrows. ZERES. Oh, shit.'

"Soooo, this Dust stuff. What exactly does it do? Like say, could you singe your eyebrows off if you aren't careful while handling it?"

"I suppose you could. As for what it does, as I said, it is an energy propellant. I can get you some materials from our library if you or your team wishes to learn more about the thing you want to take off this world."

"Yeah… yeah, that would be much appreciated."

"Back to your 'terms' now, yes?"

"Uh, sure."

Ozpin looked expectantly at Ellis.

"And they are?"

"Oh, right!" Ellis' mind shifted back to the original speech he had prepared. "We will give you one week to either arrange transport off this world or to prepare a reasonable sample of the fuel source you call Dust for IMC scientists. If you fail to do either of these things within the time-frame, the IMC will take this planet by force."

Ozpin had the 'come and take it' smile back on his face as he gave a counter offer.

"Understandable. But I request that you and your team stay on our world for the full waiting period. I will grant you access to the city, academy, a large allowance of Lien, and the services of my tailor."

"You have a personal tailor?"

"Not personally, he is just a very good tailor." Ozpin sipped his drink as he waited for Ellis' response.

Ellis was in thought for a good minute as he considered the deal Ozpin had offered. A thought crossed his mind and he looked back up at Ozpin.

"Why do you want us to stay?"

Ozpin sipped his drink, placing it onto his desk before answering Ellis' question.

"I want you to see what our world is like. What you will be ruining by destroying the civilizations that have developed here. I want you to see what we can do."

Ellis squinted his eyes in suspicion at the headmaster.

"With all due respect, Mr. Ozpin, I don't think the IMC cares what your world can offer, except for the fuel."

"I didn't say I wanted the IMC to care."

"Then what _do_ you mean?"

"That's for you to find out over the next week, isn't it?" A light came on Ozpin's tablet. "Now then, shall I take you to the room you and your team will be staying in for the week?"

He didn't wait for Ellis to answer. He was already walking toward the elevator when he asked Ellis the question. Of course, it didn't seem like a question, more like an order. Ellis sighed and got up from his chair, moving to follow Ozpin back into the elevator.

* * *

The pair of leaders walked down the empty nighttime hallways of the school toward the dorms. Ellis hung back from Ozpin, still suspicious of his intentions. Ozpin paid Ellis no heed, walking calmly down the halls of his academy.

Ozpin stopped suddenly, causing Ellis to nearly trip over himself. Ozpin gestured to the door he had stopped in front of.

"Here are your accommodations for the week. We hope they are well enough for emissaries from the stars."

Ozpin opened the door for Ellis, gesturing him to enter. He entered, and was immediately glomped by Zeres Melrin.

"Holyshitpopsithoughyouweredeadordyingandjackpunchedmeandihadanawesomedreamandtherewereexplosionsandotherstufficantrememberandthenoliviapunchedmeinthenutsandithurtsawholelotthenwidowsaidiwasstupidand-" The maniac clung to Ellis, spouting off huge amounts of speech at what seemed like hundreds of words per minute. Ellis was not impressed.

"Melrin?"

"Yeah, Pops?" Zeres paused his unstoppable rant to listen to what Ellis had to say to him.

*CRACK*

Zeres clutched his face in pain. "OWWWWW! OW OW OWWWW! Why'd you punch me in the nose?"

"Because I don't like having my squad hanging on my leg when the last time I saw them, they were unconscious."

"Uh…"

"Just go sit down, we've got… new information on the situation."

"Alright…" Zeres scrambled onto one of the open beds in the room, rubbing his nose to make the pain go away.

"Listen up team," Ellis called his squad as he closed the door behind him, "we've got new intel and we need to go over it real quick."

"Yes sir!" Graves' face lit up at the sight of Ellis.

Once everyone was settled into the room, Ellis began.

"So, we've given and been given ultimatums. On our side, they leave the planet or provide the egg-heads on the ship with a sample of the fuel source they call 'Dust' within one week, or the IMC is gonna come knocking on their door."

"Why are we going to tell the IMC?" inquired Widow, cocking her head at Ellis' statement.

"I never said _we_ were going to call the IMC, but we get paid to clear planets, and the guys in the ship get paid to get fuel. And I'm pretty sure the guys on the ship won't really give a damn about ideological bull like what Ozpin is giving out."

"So, we're effectively going to betray the IMC by our actions?" Graves looked confused. "How will we get off this planet when we are dead?"

"We are going to try and keep the suits off this planet. I'd hate to be the one who ordered an orbital bombardment of an uncharted colony full of civilians."

"Yes sir."

"You mentioned that we were given an ultimatum, Pops. What is this ultimatum?" Spade asked, rubbing Zeres' nose as she did.

"Correct, we were." Ellis took a deep breath. "We have been told to stay on the planet for the duration of the waiting period. In other words, we are stuck here for one week."

"Hey, at least we can take care of some of that whole 'wildlife problem' thing, right?" Zeres nose had turned a much more healthy shade of red, allowing him to contribute to the discussion. "Kill some stuff, have some fun… what's the harm in that?"

"Shut up, Melrin! Ellis isn't done talking!" Widow berated her squadmate for his brashness. Her heart was in the right place. Ellis sighed and continued.

"Sorry, Widow, but Melrin is effectively correct." Widow's face dropped at Ellis' remark. "Ozpin told me that we are to, essentially, enjoy the planet while it's still here."

Widow looked at Ellis in complete disbelief, her mouth completely agape. Spade quickly broke the silence.

"Did he say how exactly we are to go about our enjoying of this world? It's not like I packed my travel toothbrush and everything. Or, anything, come to think of it."

"He said we are going to have access to the city and school to wander around in, plus a large amount of something he called Lien. No doubt it is this world's money."

"Anything else?" Graves looked expectantly at Ellis, her face concerned at the thought of staying on this planet for the week.

Ellis thought for a moment.

"He also said he would call his tailor for us to use."

"Ooh la la! This Ozpin guy certainly knows how to treat a lady!" Spade rested her chin on her hand and fluttered her eyelids as she complimented Ozpin's gifts. Ellis sighed.

"We can worry about all this intel in the morning. For now, we need some rest. That includes you, Melrin."

A disappointed groan issued from the hyperactive explosives expert. Quickly, each squadmember claimed an empty bed for themselves. The stoic listener that was Jack broke the silence as they all settled into the comfortable beds.

"By the way, Mark… where's the DSC?"

* * *

In the dark office of Beacon Headmaster Ozpin was a forgotten machine. Hacked and dragged off hours before, the robot only finished its self-diagnostic routines just now.

"Self-Diagnostic Cleaning complete." The Mark II Diplomatic Spectre Chassis chimed out to no one. "Would you like to send the recent function, system, and audio logs to the primary server for parsing? Please say yes or no."

No one answered the lonely robot. Several minutes passed before it finally settled on its default option.

"No answer chosen. Automatically sending logs to primary server for parsing, please standby."

* * *

**A/N And that's another chapter done. More chapters to come as soon as I can make them!**

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**Review Response Time!**

**Grimkid98: Sorry to disappoint your lust for roboticide.**

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**The rakiat: I will allow this race idea. But we all know who would win. (Spoiler: Best Girl would)**


	4. Chapter 4: The Zeres That Cried Beowolf

Chapter 4: The Zeres That Cried Beowolf

_There was once a boy that kept saying there were wolves out there, but no one believed him._

_One day a real wolf showed itself, so the boy blew it up._

_He told everyone. Still, no one believed him._

_-Zeres' Rendition of 'The Boy Who Cried Wolf'_

* * *

I woke up fairly early. I blinked a few times, listening for the telltale sounds of boots on metal to tell me we were still on the ship, but my nose still hurting from the punch Pops had given me before we all fell asleep last night told me that we were indeed on the crazy planet that Pops wanted to save.

Suicidal if you ask me. I mean, have you seen some of the equipment the IMC packs? Stuff like huge railguns that run the length of a fucking carrier, automatically piloted suicide bomber ships, and not to mention the horrible food they serve you in prison!

This planet's morning sun streamed in from the curtain-less window, reminding me of my time on Rama, and the horrible attacks that happened there. But there is not enough time in the day for me to lament over the fallen, I have to stay ahead of everyone else.

Except maybe Freshman, but only in a footrace! That girl is damn fast! I can't help it!

With a groan and a cough, I rose from the bed I had scrambled into the previous night. The covers were a complete mess, but considering that I hadn't slept in a real bed in months, you can forgive me for some bad bed manners.

A quick glance around the room gave me the scope of the day.

Pops was at the desk in the corner of the room, writing something. Damn slow-feet bastards on the ship, always making us fill out actual paperwork, then having to fax it to them. Seriously, no one uses fax anymore! It is even more outdated than the damn IMC.

Widow was fast asleep in the bed across from me. Her head was no doubt filled with dreams of her precious Kraber and what she imagined Pops' body looked like under his armor. How the two mix in any way is way… I don't really like to think about it. Course, Pops' only a few years on me, but it's still fun to annoy him with the name.

Couldn't find Jack, which means he's using the bathroom or doing his weird tai-chi stuff, as usual. The guy is nice enough, but I can never shake the feeling that he's thinking lewd thoughts of the rest of the team. It must be the way he looks at two people at the same time… really intently.

Olivia was also asleep in her bed, curled up in some kind of huge red blanket. Don't remember her having that last night. Weird. I've gotta admit though, the way her body is when at natural rest is goddamn beautiful. Like, priceless painting kind of beautiful.

Graves was missing, same as Jack. Though in her case, I'm assuming that she went to track down the DSC. Hilarious, watching her deal with that damn thing.

I swung my legs over to the side of the bed, the frame creaking way too loud. Pops looked up from his paperwork and turned his head around. I was just getting off the bed when he addressed me.

"Good morning, Melrin."

"Mornin' Pops." I stretched my arms, letting out a small groan as my muscles popped into position for the day. Sleeping on natural gravity can be a bit uncomfortable when you're used to the floating and artificial shit on spaceships.

"I see your nose is better." He said, gesturing to my face.

"Yeah, a shot or two of stim should take off the remainder of the damage. Very tough fist you got, Pops."

Pops always grimaced when I mentioned my casual use of stim. Not like it's addictive, probably. I've been using stim since my first day as a pilot, and the cocktail is always fresh. No dirty needles for me, no sir! Well, no needles needed, considering I use an internal drip to deliver my stim.

Most pilots who apply stim either take it as a tiny pill when using it as medicine, but are more likely to take it via a small needle in an arm patch while in the field. Only the most hardcore stim users get a drip installed. Crazy expensive and crazy dangerous for anyone without a heavy tolerance to the stuff. Considering it's effectively liquid adrenaline and with some powerful nanobots mixed in, I'd say being on it constantly is a recipe for death or, at the very least, some serious chafing in the old adrenaline gland.

I can always handle my stim though.

"So, what's the plan for today, Pops?" I asked, popping my first hit of stim, speeding up my reflexes and knitting any broken body parts. A sharp breath entered my throat, my eyes blinking as my mind was fully awakened. A quick shake of the head and a breath out got rid of the tension building in my relaxed muscles.

"No major plans, but we do need to get some more recon of this city."

"Think it's worth heading to that Ozpin guy's tailor for some new clothes?"

"Most likely. I'd like to not alarm anyone with our uniforms, in case they've heard of the IMC."

"Smart. When can we go?"

"Once I finish the report for the guys on the ship. And when everyone is awake. I'd rather not get separated. Again."

"Also smart."

I did a bit more stretching while Pops returned to his paperwork. The stim crash, if you can call it that, hit me like a feather a few seconds into my stretches. The stim crash is a small event at the end of a stim hit, causing nausea, projectile vomiting, violent diarrhea, and that's if you are lucky. And a grunt. Pilot immune systems are crazy. What keeps a grunt up for days straight gives a pilot some boost for only a few seconds.

"Hey, Pops, you ok if I check out this place? You know, do a bit of scouting and what-not?"

Pops thought for a second. I could tell his face was considering the possibilities from the way it swayed left and right. Like he was weighing the pros and cons of sending me out into the unknown territory, potential targets in every shadow. It was well worth thinking about, considering how I almost blew his head off when we first met. And again when we were in the field for our first mission.

He sighed, reluctantly turning back to me. "Alright, but you don't call Boomer and you leave your satchel charges here."

"I don't call Boomer unless it's an emergency, right?"

"Not even then." He probably wants me to call for backup first.

"If I'm being shot at?"

"You most likely deserved it." Ah, a joke. I can dig this.

"If that guy in the Titan shows up?"

"Have fun with the rodeo." Great, he's serious.

"Um, alright…" I tossed the bag with my satchel charges onto the bed I was originally sleeping in. Pops gave me another look. I rolled my eyes, but stripped off the Titanfall beacon I keep on my shoulder. Another look. I sighed, tossing my pack of infinite satchel charge and amped Spitfire burn cards onto the rest of my equipment. And now an eyebrow! GAH. I placed my Sidewinder carefully on the rest of the explosive materials. Confident that he had stripped me of all of my explosive devices, Pops nodded and waved me out the door. I got out before he could take my precious Spitfire from me.

Of course, getting out of the room was just phase one of my brilliant plan. Phase two was even more cunning and devious.

* * *

Phase two did not include remembering that I have no idea how to get around this damn school.

'This place is so confusing!' I fumed to myself. 'You'd think they'd put out some damn maps, but nooooooo! They had to make this forsaken place without any self-help kiosks or anything! This is worse than that time at the IMC's headquarters with the Spectres, except this time I can't call for Boomer!'

I stormed down the ridiculously long hallway, so engrossed in my angry thoughts I almost didn't notice the pair of people I ran into. Check that, I did not notice them. We all fell flat on our asses.

I grumbled at the carelessness of the people that ran into me. But my grumbling was cut off by a sudden lifting of my arms and a loud voice in my ear.

"Hey are you ok?!" The source of the noise and the touching of my arms was a red-head; a natural one, not like that Ruby chick. I could feel, from the grip on my arms, that she wasn't letting go any time soon.

"Nora, let go of him." Her partner, a guy with longish black hair that contained a small stripe of pink, addressed her with a stoic and calm tone.

"Ah, but Ren," Nora wasn't going to let go, in fact her arms tightened around mine, "he looks just like a sloth!"

Here I am, on an uncharted world, a veritable badass, with a two-story mech of destruction at my beck and call, and a girl three-fourths my size managed to hold me down against my will. How embarrassing.

My eyes shot pleading looks to the guy. I could feel my circulation giving out in my arm. He gave me a sympathetic look right back.

Before my arms could die on me I felt the pressure relieve, the girl jumping up next to her friend.

"So who're you, stranger?" The girl addressed me directly, her voice full of energy.

"Names Zeres and I'm a pilot. A badass pilot. Don't forget it." Gotta be forceful or people will walk all over you.

"What is a pilot?" The boy asked the question this time.

"Only the most badass people in this arm and the next!"

"Arms? But you have both of yours?" The girl was very confused at my statement, no doubt because of his foreign colloquialisms. Or maybe it was the accent.

"I think he is referring to the place he is from, Nora."

"OHHHH. That makes sense." She cocked her head back to me. "Where are you from?"

"Uh…"

"Uh. That's a weird name for a place! What do you guys do in Uh?"

"Um…"

"Really?! Me too!"

I've dealt with some weird stuff in my life, like that space kraken, but this Nora chick is just beyond confusing. Bewildering, that's the word I'm looking for. Or maybe…

Nora's hand waving in front of me took me from my thoughts real quick.

'Hey, Zeres, I bet these guys know where some targets are. How could you possibly know that? Nora's got a grenade launcher on her back. What.' A quick look at the hyperactive girl confirmed my mind's suspicions. 'Nice catch, brain. No problem.'

"Hey, uh, Nora right?" The girl nodded in confirmation. "You wouldn't happen to know where some things one could, uh, shoot at would be?"

My answers were a huge smile from Nora and a terrified look from Ren. Before I could react, Nora had grabbed my arms and was dragging me through the hallways. I threw back a desperate look to Ren, but all I got was his head shaking and him following us.

Recon was not going quite as I planned.

* * *

I was released from my capture when we reached a set of cliffs at the edge of the campus.

"Geez, she's strong!" I exclaimed to no one in particular.

"Here we are!" Nora threw her arms up to showcase the desolate looking cliffs before us.

"Where, exactly, is 'here'?"

"The Emerald Forest, duh!"

"Ah, yes, the Emerald Forest; how could I forget?" I quipped sarcastically.

I noticed a row of metal plates built into the cliff-side. I decided to investigate them while Nora spouted off some nonsense about pancakes. Damn, that girl just can't shut up, can she?

I was looking up close at the shape and design of the plates when a sudden shaking startled me. I fell onto one of the plates in surprise. As quickly as the shaking began, it stopped. Steadily I got back up.

And then the ground was above me.

And then below me.

And back above me.

And I was falling through the air into the dark and potentially dangerous forest. Wonderful.

"SHIIIIIIIIIIIIIIIIT!" I screamed as I flopped onto the hard forest floor. The sound of smashing metal plates rang through the air around me. "The hell was that!? It was bullshit, that's what that was!"

I groaned, slowly standing onto my feet. I felt my bones and muscles for any possible damage, but couldn't see any major damage. To be safe,I popped another hit of stim, letting the sweet embrace of pure adrenaline flow through my blood.

"Eh, no time like the future." I said, depressing the internal drip activator switch.

My eyes closed and my head rolled backwards as the stim took hold of my body. A sharp intake of air entered my nose as my eyes began to roll back into my head, until my entire body snapped to attention. A smile that could only be described as slasher was painted across my face, my eyes wide and bloodshot, my breathing sharp and fast. All normal on the Zeres front.

The increased reflexive time I have when under stim is something to see. Normally, I would never have seen the wolf people in time, but stim is one hell of a… thing. Slowly, to me at least, my hands removed the Spitfire from my back and leveled it with the ugly black wolf-creature in front of me.

A depression of the trigger and the target was gone, only for three more to take its place. More bullets flew through the air, my perception locked out of normal operation. My mind was only focused on the kill. And the kill after that. And the kill after that. Nothing but killing on my mind.

* * *

They say that overexposure to stim can cause extreme focus on a single target but at the cost of all rational thought in regards to the user's own well-being. This is widely considered the biggest downside of an internal stim drip. I suppose that would explain how I was completely surrounded in what seemed like only a few seconds later.

The creatures around me, some kind of wolf/human things, growled at the half-awake killing machine that was my body. I growled right back, but my throat was loose from all of the screaming I seemed to have been doing. Looking down, I saw a large number of dead wolf-things, the bodies turning to black smoke right before me. Slowly my mind pieced together what appeared to have happened.

'You blacked out.' my mind told me, which would explain the stim high that I didn't seem to be on at the moment.

I brought up the Spitfire and tried to shoot it at the remaining creatures, but the trigger just clicked. Thinking it was just a fluke, I tried again. Another click. Great. A quick check of my munitions belt revealed I had indeed used all of my excess ammunition in the fight while I was blacked out. A double check of my belt confirmed that I had none of my explosives on hand, with the exception of the Dust pouch I had managed to snag from that old man yesterday.

"No time like the present, I suppose."

I dumped the red powdery substance over my body, making sure not to get it in my face. A fine coating of somewhat explosive powders usually keeps my enemies very, very far away from me. I popped one last hit of stim, forgoing the constant drip in favor of some control over my actions as I prepared to run away.

The world slowed down around me as the stim took hold on my system, but something was wrong. I dropped to my hands and knees, my eyes trying to jump out of my head, my breathing ragged and labored. I could see a dark red glow enveloping me as the wolf-things ran toward my prone body. My eyes rolled back into my head and my mind blacked out once more. I only had one thought as my being drifted into the black nothingness of sleep:

FUCK THIS SHIT

* * *

Ren stood near the edge of the cliff, while his partner was on her hands and knees, one hand up to her head, looking for any sign of Zeres. Nora turned back to Ren with a slightly upset look on her face, conveying her failure of her observation. Ren sighed.

"It's ok Nora, I'm sure he's fine."

"But what if he's dead? Then we will never make sloth sounds together!" Nora pouted to her partner, her attempt failing due to his stoically confused face.

"I'm not sure what that even means, Nora." Ren looked with sympathy to the red-head. "He will be fine. We should probably head back. Pyrrha and Jaune should be done with their training by now."

Nora groaned and got off the ground to follow Ren back to the campus. Ren sighed and turned to leave the cliffs, but a small white glint in the forest caught his eye, causing him to turn back to the cliffs with a quizzical look on his face. Nora saw the look on Ren's face and turned to look at what Ren saw in the distance. A second glint flashed passed both of their eyes, this time it was a dark red, laced with orange and blue.

And a third glint turned into something neither could have expected.

A massive explosion ripped the forest apart, the flames from it spreading every which way, and everything within half a mile of the impact point burned to a toasty crisp. The burning foliage and wildlife, not to mention Grimm, could be smelled even at the top of the cliff. Ren's stoic face broke and his jaw dropped at the sight. A small mushroom shaped cloud rose from whatever the focal point of the explosion was. Nora looked back at Ren with an upset look, almost begging to go find Zeres.

Ren looked at the devastation, then at Nora, then back to the devastation, and finally broke his silence.

"Let's go find him."

Nora smiled at Ren's allowance of her skills, readying Magnhild in its hammer form to launch herself toward the epicenter. She prepared herself, and then put her hand out for Ren to hold onto.

"Let's go find him!" Nora excitedly repeated Ren's statement.

Ren sighed, but willingly grabbed his partner's hand to launch them into the fray.

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**A/N If you didn't like the first person pov I used for this chapter, please tell me so in a review. I love reading reviews. You guys who write reviews are great.**

**Thanks to JackThePegasus for being my Beta reader! He's awesome and you should go read his awesome fic as well. It's called **_**Attack on Pacific Titan Grimm Fall**_** and it features Titans and pilots and hunters and huntresses and other awesome stuff. Go check it out! [Gosh rune you're too kind] Is that sarcasm?**

**Review, Follow, Fave, Potato. See you later!**

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**Editor's Note: Nice chapter, I cleared up one or two spelling mistakes (and I mean literally just one or two) and while I thought some of the sentences were a bit odd I got my head around them in the end. It works well and it has a proper structure, so I think you'll be fine to upload it whenever you feel like. First person POV was fine.**

**I'm also certain that Zeres is some kind of stim addict. Like, that permanent stim burn card is not to be taken lightly.**


	5. Chapter 5: Widow's Other Glowing Self

Chapter 5: Widow's Other, Glowing, Self

"Oh, Mark… take me!" I mumbled in my sleep, too wrapped up in my wonderful dreams to care if anyone could hear me.

A wonderful scene was painted across my mind. Long, romantic hallways for me and Mark to run toward each other in, fields and fields of thorn-less roses for us to skip through and fall down over each other and… and…

A small nosebleed affected me in that moment, causing my body to jerk awake. I blinked my eyes rapidly, taking in my surroundings quickly.

'Damn, I was so close to the climax that time... another time, I suppose.'

Mark, the man I dream for, sat at the desk across the room, no doubt doing paperwork for those creeps up on the ship. I mean, they only ever check out Spade… and she always initiates it. It's still weird!

Jack was sitting nearby Mark, fiddling with some kind of communications device. Not many people use the tablet style comm-decks, most of us have swapped to eye holos. Then again, this place is pretty ass-backwards in terms of technological advancement. From what Ruby told me, they have plenty of high quality weaponry, but transportation has been stuck in the same way forever. Of course, VTOLs aren't exactly the most primitive form of transportation. Would love to get a carrier down here to show that girl.

I shook my head of any weird thoughts that might be forming in the dark recesses of my mind. Not healthy to get involved with a colony girl, who knows what diseases they have. Not to mention the difficulty of a pilot/baseline relationship. It'll be fine to talk to her though. Probably.

A glance revealed Spade in her bed, wrapped up in the room's curtains. Her face had a smug sleepy smile, as usual. She's a real smooth bitch, in my opinion. Always acting vulnerable so that people will give her shit. It pisses me off.

Couldn't see Graves around. She must have headed out to find the DSC before something really bad could happen. We should bring that thing along more often, it is freaking hilarious.

A cold sweat afflicted me when I turned to Melrin's bed. The empty bed that had contained the psychopath was instead filled with satchel charges, burn cards, and a sidewinder. That made me feel a bit better, but Melrin on the loose is nothing to sneeze at. Especially if he still has his damn spitfire.

Mark must have heard me when I hopped off the bed with a small grunt. He greeted me without turning toward me. That paperwork must be pretty annoying to ignore me.

"Morning, Widow."

"Morning, Mark. Jack."

Jack looked up from his device toward me to return my greeting. I was greeted by a smile turned head tilt and a confused look instead. After a second he vocalized his thoughts to us.

"Widow, you are glowing."

"Huh?" I looked down at my arms, but they seemed normal, if a little yellow. It's probably the planet's atmosphere acting on my skin. This stuff happens every time we go to a new world.

"You are glowing yellow."

"What are you talking about, Jack?" Mark looked up from his paperwork to address the quiet man seated beside him.

"Just look at her."

"Alright. Widow, you decent?"

"Uh, yeah… I just woke up." I turned my head confusedly to Jack as Mark rotated his body to look at the supposed glowing of my body. His eyes grew wide as he looked on my half-armored body. I mean, I had my underclothes on, plus a few armor pieces that I had fallen asleep in, but it was still weird to be looked at that way.

"Yep."

"Yep what?"

"You are definitely glowing, Widow."

"Huh? Is that a euphemism or something?"

"No, you are literally glowing."

"I'll request again, huh?" The ridiculousness of these statements of glowing must have been showing on my face, cause Mark got out of his chair to make sure I was okay. I think he was going to at least, until he stopped near me and started to look rapidly back and forth from my bed to me. I raised an eyebrow at his actions, and turned to see what was so freaky on my bed.

It's not every morning that you wake up and find that your body is still asleep. Not in the 'ah, crap my arms are asleep and shit' way, but in the out of body experience way. I refuse to say I panicked at the sight of my body lying on the bed, not moving. I might have screamed a bit, but that has no bearing on my stature as a pilot. Lots of pilots scream when they see their own faces. I don't know any of them, but they exist!

Whatever was happening must have been a terrible dream. I rapidly faded into the pre-wakeup blackness, my senses fading too quickly to be real life.

* * *

My eyes shot open at the sound of a nearby scream. It had sounded like it was right next to my bed. Quickly my mind went into combat mode, eyes sweeping across the area in the room for the hostiles. Instead I was met with a trio of terrified teammates.

"Widow? You ok?" Mark desperately tried to conceal the worry in his voice as he addressed me.

"Yeah… why? What happened?"

"Well, let's see," Jack spoke up from his position beside the desk, "first you were glowing, then there were two of you, then your other self screamed, and now we are here."

"Wait, what? That wasn't just a weird dream?"

"Apparently not, Spider-girl." Spade's voice cut across the room, tired and angry at what had woken her. I'm not eager to know why, but she sat up while holding the curtains in a way that hid her body from the chest down. "Now, would you lot please shove it for a bit? Some of us are trying to get some beauty sleep."

Bitch.

"I heard that!" Spade grumbled as she rolled back into her curtain.

I rolled my eyes and turned back to the other pair of worried eyes.

"So… what should we do about this?"

"First we run through the normal questions. Have you ingested any local foods and/or drinks since arriving?"

"No. Speaking of which, I'm hungry."

"Jack, toss me a field-bar." Mark handed the energy and nutrient rich ration to me and continued. "Have you come into contact with any unfamiliar or possibly radioactive materials since arriving?"

"Don't think so. Unless you count Ruby's scythe… thing."

"I'll make a note of it. Now then, are you aware of any pathogens in your body you may have contracted since arriving?"

"Not that the body monitor can sense."

"Hm, weird. We are going to bring this to the head bastard of this place."

"I'll get dressed."

* * *

Ozpin sipped at his morning drink and chuckled at the scene playing out on his scroll. His early morning amusement was interrupted by a beeping on the device, signaling a request to enter his office by someone without proper authority to enter. He sighed, shutting off the video feed of the Beacon cliffs and switching to the camera outside the elevator to his office. An eyebrow was raised when he saw the ones wishing to gain entrance.

Standing outside the elevator was the group of otherworldly invaders to his… relatively peaceful planet. Only two of them were missing, the psychopath and his 'friend,' although these people were no doubt much more reasonable and levelheaded than the others. A quick flick of the wrist and the door to his office slid open in expectation for the soldiers.

Calmly standing up to the side of his desk to access the drink maker he had installed, he prepared four mugs of fresh ground Valen coffee. The mugs were specially made for the teachers of Beacon, tempered by intense flame dust, and imbued with earth dust in order to keep the drinks inside at the perfect temperatures. They hadn't cost as much as one would think, the company that made them had been in debt to Beacon and decided to offer the mugs as payment. Beacon accepted, and never looked back on that particular gift.

The four soldiers shuffled into the room, their faces serious and worried at something they wanted to discuss. With the exception of one of the women, who excitedly ran to the robot standing in the corner of the room. The rest took a seat in the chairs placed in front of Ozpin's desk, put there earlier that morning. Ozpin gazed at the trio with a curious look.

The quiet one on the left had a passive look on his face, but the slight twitching of his mouth and brow displayed his worry clear as day. The woman, seated on the right, fidgeted and rubbed her hands, doing a poor job of hiding her emotions. The man seated at the center, Ellis, had an angry and determined face on, but subtle twitching, much like his partner's, gave away his true emotion. Ozpin set his mug onto his desk and sat down to address the three.

"How may I help you and your friends, Mr. Ellis?"

"We need answers."

"About what, if I may inquire?"

The quiet one, Jack, spoke up in response.

"Our friend woke up glowing and in a second body."

"…Pardon?" Ozpin's face, normally stoic and composed, faltered in confusion at Jack's statement.

"Widow here," Ellis gestured to the woman to his left, "Woke up glowing yellow. She says that she felt like it was her own body, but her body was still in the bed. What we want to know is what did you do to us in our sleep?"

"Nothing."

"Bullshit."

"It is the truth, and if you cannot accept that, please escort yourself out of my office."

"As soon as you tell us what is wrong with Widow."

Ozpin looked over the woman Ellis called Widow. A cursory glance revealed no major defects, according to his knowledge of anatomy. Face had all of the bones it needed, muscles toned and strong, good skeletal stature. Ozpin squinted at a slight change in the woman's eyes, a flicker of yellow among the blue orbs.

"Hm."

"'Hm'? What kind of 'hm' are we talking about?" Widow's voice was filled with fear at Ozpin's nonchalant answer to the question.

"Follow me." Ozpin rose from his seat and started toward the elevator. The pilots followed reluctantly.

* * *

We followed Ozpin down the hallways to what I assumed was going to be a medical professional's office. He wouldn't answer any of Mark's questions, merely responding with an even brisker pace. After a few minutes we stopped in front of another door, almost identical to the one to Ozpin's office. We all gave him strange looks, but he simply waved the dark grey tablet device in front of the door, causing it to open.

The room we piled into could be described as a pigsty, if they actually have pigs on this damn planet. Each of us pilots drew our own conclusions as to what the room was for, no doubt. Personally, it looked like my old college dorm room during finals week. Papers were strewn about, some tacked onto the walls, others in massive stacks under prominent signs marking the topic they were related to. Some of the labeled stacks had simple names, like chemistry or ancient history, but many more had strange names, like 'The Mating and Reproductive Process of Beowolves,' or 'Dust Application in Recent History'.' A thermos and several mugs of what was most likely coffee lay around the room, most half drunk or empty from some other force.

Whoever lives here must be a teacher.

"Quite right, my dear!" an unfamiliar voice, much more energetic than Ozpin's, exclaimed in pride. I really need to stop thinking out loud. "That you do."

A green-topped blur ran past us into the room, stopping in front of Ozpin and fixing its glasses as it did. The 'it' in question was a man, thin but obviously tougher than the average person. Ozpin pushed his glasses up on his face and turned to us.

"This is one of the teachers of Beacon Academy, Bartholomew Oobleck. He is the head of the history department, and we are here for him to help us with 'Widow's… 'problem'."

"…" Jack looked incredulously at the speedy history teacher, a feeling I very willingly shared.

"And how is a history teacher going to help us?" Mark asked Ozpin. "I'm pretty sure what we need is a doctor, if you people even have doctors."

"We do have doctors, but this 'problem' requires the assistance of a man invested in the history of this world."

"I agree with Mark, how is a history teacher going to help." Jack seemed to have found his voice, allowing him to express his confusion at Ozpin's statement.

"It is very simple, friends!" Oobleck seemed far too excited for the situation at hand, his mouth spouting off words at an incredible speed. "I have been doing and collecting research from all over on the nature of Aura and the connections it has with Dust, and I have compiled as much of the research as I could in this very room! I only need to ask Widow here," he was behind me suddenly, pointing to my eyes for some reason, "a few questions. Do you accept, Miss Widow?"

"Uh, sure?"

"Wonderful! First question, have you interacted with any amount of Dust since arriving here on Remnant?" He was behind his desk in an instant, scrambling around before triumphantly raising a notepad and pencil above the mess.

"Melrin had a small pouch, but I never touched it. There was also Ruby's gun, but does that count as, uh, Dust?"

"Most likely, as our guns use ammunition made with Dust, and Miss Rose's rifle was no doubt covered in powdered Dust from firing her weapon, or at least the firing mechanism was. Did you interact with the ammunition in any way?"

"She let me hold a few bullets, but that's it."

"Fascinating. Now then, would one of you gentlemen please describe the state of Miss Widow's other body when she was in it?"

"It was glowing yellow and had a slight transparency to it. Other than that, it seemed normal."

"Yes, I see. Miss Widow, what do you believe caused this other body to materialize?"

"Well, I had a nosebleed when I woke up."

"And you believe this to be the cause?"

"I'm not sure what caused it, but I don't think it was the nosebleed."

"Hm, yes. Pardon me one second." Oobleck dived back into the stacks of papers around the room, emerging moments later clutching one of the smaller stacks. He quickly flipped through the papers, which were most likely part of his research. The research was flung over his shoulder, landing perfectly on another stack of papers, while Oobleck dashed, faster than any of us could see, and stopped right in front of me. His squinting eyes looked deep into mine, but not in the romantic way. Oobleck's eyes were intent on research. His eyes suddenly widened at something in mine, and he dashed back to Ozpin's side, whispering something unintelligible to him.

Ozpin nodded to Oobleck's statement, and the hyperactive history teacher turned toward us. Specifically me.

"Congratulations, Miss Widow! You are the first person not born on Remnant to unlock their Aura and discover their Semblance!"

We three pilots looked in confusion and disbelief at the pair across the room, hundreds of questions running through our heads, but only one was vocalized simultaneously by us. Each of us had a different meaning, but what we said would suffice for now.

"What."

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**A/N Sorry this is late, this chapter just didn't want to get written. Also, I've been playing Evolve. And writing new chapters for my other fics. I'm gonna try and get one chapter of Grimmfall out per week, and the other stuff will get chapters whenever I can.**

**Speaking of other stuff: We Looked has chapter 2 in the works, a bit of bumblebee for those of you who ship it; I finally wrote the beginning of Crimson Snowflake; working on a Evolve/RWBY fic with the help of LeviathanTamer; and I am working on a fictionalization of Evolve's Lazarus' backstory. Lots to look forward to.**

**I got recruited by LeviathanTamer to beta his Evolve/RWBY fic, **_**RWBY's Little **_**Monster, so if you want a pretty good story with plenty of monster versus grimm combat, go check that out. No, seriously.**

**Thanks to JackThePegasus for being my beta and an awesome guy. [*blush*]**

**Review, Follow, Fave, Potato. See you later!**

**PS I'm fairly sure my beta is British.**

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**E/N Well. I've got my own space now. That's cool. I'm enjoying the pilot characters, and we're definitely getting to know them better - that's always a good thing. Also, did she unlock her aura by having what is basically a wet dream…? In fact, nevermind. Awesome chapter, I r8 8/8 m8.**


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